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is the 38th episode of the 2002 He-Man and the Masters of the Universe series. It originally aired on January 3, 2004. Summary The Snake Men prepare to awaken Serpos while Prince Adam and Fisto pursue Kobra Khan, sent to the surface as punishment by General Rattlor. Also on the run is Count Marzo, still trapped in his frail dwarf form, and on the run from a group of barbarians. He runs into Evil-Lyn, who transforms him back into his full-true form, but keeps his Amulet on the provision that Marzo help her free Hordak from the Well of Darkness. Kobra Khan eavesdrops on them, and takes word to King Hiss. Hiss learns of the possible impending return of Hordak from Despondos, and heads off to stop Evil-Lyn and the Count. They are interrupted by the Masters. King Hiss, Rattlor and some soldiers leave the other Snake Men behind and go to the Well of Darkness. Moss-Man shows up to help while Prince Adam transforms into He-Man and follows after King Hiss. Evil-Lyn and Count Marzo begin the spell to free Hordak. King Hiss takes his men along the River of Fire to stop them, but He-Man and Battle Cat catch up with them and knock them into the River, seemingly destroying them. The Sorceress then prompts He-Man to go to the Well of Darkness to prevent Hordak's return. Evil-Lyn and Marzo almost complete their spell, but He-Man intervenes and stops Hordak from materializing in their realm. Evil-Lyn orders Count Marzo to carry on with the spell until they have success, but he has manages to get his Amulet back and severs his relationship with the witch. The Masters arrest most of the soldiers of King Hiss's army and destroy their lair. He-Man heads for home having prevented the return of Hordak. King Hiss and Rattlor watch on gleefully, as He-Man has done their job for them. They peel off their burnt skin and revel in the fact that nothing can stop the arising of Serpos. Moral He-Man: "Evil-Lyn trusted Marzo, but he doublecrossed her. Trust is a two-way street. To receive someone's trust, you need to prove that you're someone that can be trusted and lets face it, Evil-Lyn is anything but. So Battle Cat, can you say 'until next time?" (Battle Cat roars, making He-Man chuckle) He-Man: "Close enough." Heroic Warriors *Battle Cat *Cringer *Fisto *He-Man *Prince Adam *Man-At-Arms *Man-E-Faces *MossMan *Teela Allies *Sorceress Historical figures *King Grayskull (mentioned) Evil Warriors *Evil-Lyn Snakemen *King Hiss *Kobra Khan *Sssqueeze *Rattlor *Tung Lashor Evil Horde *Hordak Villains *Count Marzo Deities *Serpos (mentioned) Others *Barbarians Locations *Eternos *Despondos (mentioned) *River of Fire *Well of Darkness Vehicles *Battle Hawk *Wind Raider Technology Creatures Species *Humans *Snake Men Artifacts *Basophil Amulet Cast * Cam Clarke as He-Man/Prince Adam * Mark Acheson as Fisto * Kathleen Barr as Evil-Lyn * Lisa Ann Beley as Teela * Garry Chalk as Man-At-Arms * Brian Dobson as Sssqueeze and King Hiss * Paul Dobson as Man E Faces * Michael Donovan as Marzo and Tung Lashor * Scott McNeil as Kobra Khan * Colin Murdock as Hordak and Barbarian #1 * Richard Newman as Rattlor * Nicole Oliver as Sorceress * John Payne as MossMan Trivia External links *Big Cartoon Database *Frank's He-Man page *He-Man.org *Internet Movie Database *TV.com *The TVDB *TVmaze Category:He-Man and the Masters of the Universe (2002 TV series) episodes